UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2003
LINCOLN LOGS LTD.
(Exact name of small business issuer as specified in its charter)
New York 0-12172 14-1589242
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5 Riverside Drive, Chestertown, New York 12817
(Address of principal executive offices)
(518) 494-5500
(Issuer's telephone number)
Neither name, address nor fiscal year has changed since last report
(Former name, former address, and former fiscal year, if changed since last
report)
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ITEM 9. Regulation FD Disclosure.
Pursuant to Regulation FD, Lincoln Logs Ltd. (the "Company") is furnishing the
following information regarding a proposed acquisition by the Company of Snake
River Log Homes, LLC ("Snake River"), a privately-held company headquartered in
Rigby, Idaho. The following information is being furnished pursuant to this
Item 9 of Form 8-K in accordance with Rule 101(e)(1) of Regulation FD. As
provided in General Instruction B.2 of Form 8-K, the following information shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended or the Exchange Act. This report shall not
be deemed an admission as to the materiality of any information in the report
that is required to be disclosed solely to satisfy the requirements of
Regulation FD.
The Company reports that it has entered into a non-binding Memorandum of
Understanding with Snake River (the "Memorandum"), and, in accordance with the
terms of the Memorandum, the Company is currently conducting negotiations
regarding a proposed acquisition by the Company of all of the outstanding stock
of Snake River. The acquisition remains subject to, among other things, the
completion of the Company's due diligence, and the execution of a definitive
agreement for the purchase and sale of all of the outstanding stock of Snake
River.
Additional Information
If a definitive agreement relating to the proposed acquisition is entered into,
the Company will file all requisite documentation with the Securities and
Exchange Commission (the "Commission") in connection with the acquisition.
Investors and security holders of the Company are invited to read the relevant
documentation regarding the transaction referenced herein when such
documentation becomes available. A copy of such documentation, as well as other
documents filed by the Company with the Commission may be obtained free of
charge from the Commission's web site at http://www.sec.gov. The documentation
may also be obtained by way of written request to Investor Relations, Lincoln
Logs Ltd., P.O. Box 135, Riverside Drive, Chestertown, New York 12817.
Forward Looking Statements
It should be noted that this Form 8-K may contain certain forward-looking
statements. The terms "believe", "anticipate", "intend", "goal", "expect" and
similar expressions may identify forward-looking statements. Any such
statements are based largely on current expectations and assumptions of the
Company's management and are subject to a number of risks and uncertainties
which could cause actual results to differ materially from those contemplated
by such forward-looking statements. The Company disclaims any obligation to
subsequently revise any forward-looking statements to reflect events or
circumstances after the date of such statements, or to reflect the occurrence
of anticipated or unanticipated events. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation that
the strategy, objectives or other plans of the Company will be achieved. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LINCOLN LOGS LTD.
/s/ William J. Thyne
William J. Thyne
Chief Financial Officer
May 28, 2003
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